LICENSE AGREEMENT FOR
HERITAGE OF SAN CLEMENTE FOUNDATION
This License Agreement (“Agreement”) is made and entered into this ___ of ________, 2026 (“Effective Date”), by and between the City of San Clemente, a municipal corporation (“City”), and the Heritage of San Clemente Foundation, a California nonprofit corporation (“Licensee”), collectively referred to as the “Parties.”
RECITALS
A. City owns Park Semper Fi, located at 106 Alameda Lane, San Clemente, California (“Premises”), which is open to the public, from sunrise to sunset each calendar day.
B. City and Licensee are parties to an approved Partnership Agreement/Memorandum of Understanding, Partnership Agreement No. C08-45 (“MOU”), pursuant to which the Licensee supports historical preservation, stewardship, and community-oriented activities at Park Semper Fi. Licensee maintains and manages certain activities at Park Semper Fi under the MOU. This Agreement is intended to operate in conjunction with the approved MOU between the Parties.
C. Licensee desires to install, operate, monitor, and maintain video camera equipment at the Premises to support public safety, protection of historical assets, and related stewardship purposes.
D. City is willing to grant Licensee a limited, non-exclusive license for such activities, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
CONVENANTS
PURPOSE
The purpose of this Agreement is to authorize Licensee to install, operate, monitor, and maintain a video camera at the Premises in furtherance of public safety and preservation efforts, consistent with the MOU and applicable law.
LICENSE GRANT
City hereby grants to Licensee a non-exclusive, revocable license to enter upon and use a location designated by the City within the Premises solely for the installation, operation, monitoring, maintenance, and repair of a video camera and related appurtenances (“Equipment”), subject to the terms of this Agreement.
This Agreement conveys no leasehold interest or estate in real property and shall not be construed as a lease or easement.
SCOPE OF USE
For the purposes of this Agreement, Licensee’s use of the Premises shall be limited strictly to:
Installation of Equipment in a location approved in writing by the City Manager or his/her designee; Ongoing monitoring and operation of such Equipment; or
Maintenance, repair, and replacement of Equipment as necessary.
No expansion, relocation, or addition of Equipment shall occur without the City’s prior written approval.
Cameras shall be oriented solely toward public areas of Park Semper Fi and shall not capture images of private residences, interiors, or non-public areas where individuals have a reasonable expectation of privacy. The system shall only be activated during non-park hours and used only for security, vandalism deterrence, and after-hours trespass prevention.
TERM AND EXTENSIONS
Initial Term. The term of this Agreement shall be four (4) years from the Effective Date.
Extensions. The City Manager, or designee, is authorized to execute up to three (3) additional two-year extensions upon written notice to Licensee, subject to continued compliance with this Agreement and the MOU. No City Council action shall be required for such extension(s).
SIGNAGE AND PUBLIC NOTICE
Public Notice. Licensee shall install and maintain clearly visible signage at and around all areas where cameras are installed stating no trespassing after dark, that the area is subject to audio and video monitoring, and indicating that by entering the park after hours, persons are consenting to being recorded by audio and visual surveillance. Signage shall be placed in locations approved by the City and shall be of sufficient size, contrast, and clarity to reasonably inform the public that recording may occur, which shall be approved by the City in writing in advance of installation.
Compliance. All signage, monitoring and other activities of Licensee and its contractors shall comply with applicable federal, state, and local laws, including privacy and surveillance requirements.
AUTHORIZATION IN LIEU OF PERMIT
The Parties acknowledge that the installation, operation, and maintenance of the Equipment authorized under this Agreement do not require a separate City permit or encroachment authorization, as this Agreement constitutes the City’s approval for such activities. Nothing herein exempts Licensee from compliance with applicable laws or regulations of other agencies having jurisdiction or for other activities not covered by this Agreement.
UTILITIES, INSTALLATION, AND COSTS
All installation, trenching, mounting, conduit, electrical work, surface restoration, and any other site preparation or construction activities related to the Equipment (“Work”) shall be fully coordinated with the City in advance. No work shall commence without the prior written approval of the City Manager or his/her designee.
The Licensee may retain a qualified contractor to perform installation, site preparation, and related work associated with the camera authorized under this Agreement (“Work”); however, no Work shall be authorized, scheduled, or performed unless and until it has been reviewed and approved in writing by the City Manager or his/her designee.
Prior to commencement of any Work, the Licensee shall submit to the City for review the proposed contractor, scope of work, installation methods, schedule, and any other information reasonably requested by the City. The City’s approval shall be required to ensure compliance with applicable laws, including but not limited to prevailing wage, City standards, and coordination with City operations.
Licensee shall bear all costs associated with installation, operation, monitoring, maintenance, repair, and removal of the Equipment, including but not limited to:
Electrical power and any work required to pull or extend power; Trenching, conduit, restoration, and all construction or installation work; and Internet, cellular, data, or other connectivity services.
Licensee shall not connect to or utilize City network or information technology systems without the City’s prior written approval.
LOCATION APPROVAL
The location of the camera shall be subject to prior written approval by the City Manager and his/her designee. No relocation or installation of any additional cameras shall occur without the City’s prior written consent.
No additional cameras may be installed, and no approved camera may be relocated, without the City’s advance written consent.
USE OF TECHNOLOGY, PRIVACY, AND DATA HANDLING
Two-way audio functionality is permitted from the monitoring service to the Premises, provided that the same complies with this Agreement and applicable law at all times.
Before making any audio recording, Licensee or designee shall announce that the person in the park is being recorded.
Licensee and its contractors must comply at all times with all applicable law, including the prohibition against wiretapping and invasion of privacy under state and federal criminal laws.
Licensee shall at Licensee’s sole expense:
Use video data solely for legitimate public safety, preservation, or stewardship purposes; Not sell, share, or use footage for commercial purposes; Maintain reasonable administrative, technical, and physical safeguards to protect data; and Retain footage only for a reasonable period consistent with operational needs and applicable law, except where retention is required for investigations, litigation, or law enforcement requests.
CITY ACCESS FOR PUBLIC SAFETY
Access. Upon request by the City Manager or designee, Licensee shall provide the City with reasonable access to recorded camera footage at any time for any municipal purpose, including where such access is requested for public safety, emergency response, law enforcement coordination, or protection of City property or visitors.
Retention. Licensee shall require that the camera monitoring or security service provider maintain recorded footage for a minimum of one (1) year.
OWNERSHIP OF EQUIPMENT
During Term. All Equipment installed by Licensee shall remain the property of Licensee and shall not become fixtures or property of the City.
Upon termination or expiration of this Agreement, ownership of the Equipment shall be automatically granted to the City, and the City shall be authorized to retain, remove, replace, dispose of, or otherwise use the Equipment at its sole discretion, without compensation to Licensee.
NO INTERFERENCE WITH PUBLIC USE
Licensee’s activities shall not interfere with public access, use, or enjoyment of Park Semper Fi or adjacent City property.
CITY ACCESS TO PREMISES
City shall retain the right to access the Premises at all times for inspection, maintenance, emergencies, or any municipal purpose. City may require temporary removal or relocation of Equipment if necessary for public projects, safety, or operations.
INSURANCE
The City expressly waives its standard insurance requirements for this Agreement. No insurance shall be required of Licensee. Any insurance that Licensee requires of its contractors in connection with the Equipment authorized herein shall also name the City as an additional insured.
INDEMNIFICATION
The Foundation shall defend (with counsel acceptable to City), indemnify, and hold harmless the City and the Orange County Sheriff Department and their respective officers, officials, employees, and agents from and against any claims, damages, liabilities, losses, fines, penalties or costs (including attorney and expert fees) arising out of or related to the installation, operation, monitoring, audio communication, or use of the camera system, including claims alleging invasion of privacy, improper surveillance, wiretapping or data breach by third parties or other governmental agencies.
TERMINATION
For Convenience. Either Party may terminate this Agreement upon thirty (30) days’ written notice.
Upon termination, and unless otherwise agreed in writing by the City, Licensee, at its sole expense, shall remove all Equipment and restore the Premises to substantially the same prior condition.
ASSIGNMENT
Licensee may not assign or transfer this Agreement without the prior written consent of the City.
MISCELLANEOUS
Governing law/Venue. The Foundation shall comply with all applicable federal and California laws governing video surveillance, privacy, and public notice, and shall be solely responsible for ensuring ongoing compliance with these laws.
No waiver. Failure to enforce any provision shall not constitute a waiver.
Entire agreement. This Agreement and the MOU constitute the entire understanding between the Parties regarding the subject matter.
Amendments. Must be in writing and signed by authorized representatives.
Counterparts/Electronic Signatures. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement. This Agreement may be executed electronically with the same force and effect as original, ink signatures.
WHEREFORE, the Parties execute this Agreement, agreeing to be bound by the above terms and conditions effective as of the date first entered above.
CITY OF SAN CLEMENTE
By:_______________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 2026 By: _____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
By: _____________________________
Elizabeth A. Mitchell, City Attorney
LICENSEE:
Heritage of San Clemente Foundation, a California nonprofit corporation
By:_____________________________
George Wayne Eggleston, CEO
Dated: __________________, 2026
4925-2724-0331 v1
Attachment 2